SEC Form 4 · accession 0001570585-18-000010
Liberty Global Ltd. · LBTYA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J David Wargo
Director
Period of report
Dec 29, 2017
Accepted (ET)
Jan 3, 2018 · 5:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001570585
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| LiLAC Class AF1 | Dec 29, 2017 | D | 216 | — | D | 6,168 | D | |
| LiLAC Class CF1 | Dec 29, 2017 | D | 668 | — | D | 118,777 | D | |
| Liberty Global Class AF2 | Dec 29, 2017 | A | 121 | — | A | 36,874 | D | |
| Liberty Global Class CF2 | Dec 29, 2017 | A | 392 | — | A | 110,405 | D | |
| LiLAC Class A | Dec 31, 2017 | J | 6,168 | $0.00 | D | 0 | D | |
| LiLAC Class C | Dec 31, 2017 | J | 118,777 | $0.00 | D | 0 | D | |
| LiLAC Class CF4 | Dec 29, 2017 | J | 1,004 | $0.00 | D | 0 | I | By Spouse |
| Liberty Global Class AF5 | Dec 31, 2017 | A | 35 | $35.84 | A | 36,909 | D | |
| Liberty Global Class CF5 | Dec 31, 2017 | A | 73 | $33.84 | A | 110,478 | D | |
| Liberty Global Class CF4 | holding | — | — | — | 32 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Liberty Global Class A Share Fund UnitsF6,F8,F7 | — | Dec 29, 2017 | A | 422 | A | — | — | Liberty Global Class A | 422 | 5,798 | D |
| Liberty Global Class C Share Fund UnitsF6,F8,F7 | — | Dec 29, 2017 | A | 1,062 | A | — | — | Liberty Global Class C | 1,062 | 13,575 | D |
| LiLAC Class A Share Fund UnitsF9,F10,F7 | — | Dec 29, 2017 | D | 751 | D | — | — | LiLAC Class A | 751 | 0 | D |
| LiLAC Class C Share Fund UnitsF9,F10,F7 | — | Dec 29, 2017 | D | 1,808 | D | — | — | LiLAC Class C | 1,808 | 0 | D |
| Liberty Global Class A Share Fund UnitsF8,F7 | — | Dec 31, 2017 | A | 198 | A | — | — | Liberty Global Class A | 198 | 5,996 | D |
| Liberty Global Class C Share Fund UnitsF8,F7 | — | Dec 31, 2017 | A | 418 | A | — | — | Liberty Global Class C | 418 | 13,993 | D |
Explanation of responses
- F1Represents shares underlying Restricted Share Units disposed of as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off (as described in the Remarks section), all Restricted Share Units held by the reporting person and for which the reporting person elected to defer receipt of the underlying shares with respect to the Issuer's LiLAC ordinary shares (each, a "Pre-Split LiLAC RSU") were converted under the Deferred Compensation Plan, such that the reporting person (i) disposed of the Pre-Split LiLAC RSU and (ii) received a Restricted Share Unit relating to shares of the corresponding class of the Issuer's Liberty Global ordinary shares. This Restricted Share Unit will vest in accordance with the Deferred Compensation Plan. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- F10The share fund units represent the deferral of shares for a portion of the fees paid to the Reporting Person for his services as a director. The number of share fund units acquired was based on the closing prices of the Issuer's applicable class of ordinary shares on the respective grant dates of such share fund units, with the value of any fractional shares deferred in cash.
- F2Includes Restricted Share Units granted as a result of the adjustments described in footnote 1 and approved by the Issuer's Board pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended. The reporting person has elected to defer receipt of the underlying Liberty Global ordinary shares until the Restricted Share Units vest in accordance with the Deferred Compensation Plan.
- F3Pursuant to the Split-Off (as described in the Remarks section), all of the outstanding ordinary shares of Liberty Global plc's (the "Issuer") Class A LiLAC ordinary shares, Class B LiLAC ordinary shares and Class C LiLAC ordinary shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee. The Split-Off was exempt pursuant to Rule 16b-7 under the Securities Exchange Act of 1934, as amended.
- F4The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
- F5Acquired in accordance with the terms of the Liberty Global 2014 Nonemployee Director Incentive Plan for the equity portion of the fees paid to the Reporting Person for his services as a director. The number of shares was determined using the closing market price of the applicable class of ordinary shares on December 29, 2017.
- F6This share fund unit was granted as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off, all share fund units held by the reporting person with respect to the Issuer's LiLAC ordinary shares (each, a "Pre-Split LiLAC Unit") were converted under the Deferred Compensation Plan, such that the reporting person (i) disposed of the Pre-Split LiLAC Unit and (ii) received a share fund unit relating to shares of the corresponding class of the Issuer's Liberty Global ordinary shares. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
- F7The share fund units represent the economic equivalent of one share of the corresponding class of the Issuer's ordinary shares. The share fund units confer no voting or other rights of stock ownership. The share fund units will be payable, in shares of the corresponding class of the Issuer's ordinary shares, in accordance with the Deferred Compensation Plan.
- F8The share fund units represent the deferral of shares for a portion of the fees paid to the Reporting Person for his services as a director. The number of share fund units acquired is based on the closing prices of the applicable class of Issuer's ordinary shares on December 29, 2017, with the value of any fractional shares deferred in cash.
- F9This share fund unit was disposed of as a result of the adjustments described in this footnote. In connection with the completion of the Split-Off, all Pre-Split LiLAC Units were converted under the Deferred Compensation Plan, such that the reporting person (i) disposed of the Pre-Split LiLAC Unit and (ii) received a share fund unit relating to shares of the corresponding class of the Issuer's Liberty Global ordinary shares. These adjustments were approved by the Issuer's board of directors pursuant to Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Remarks
On December 29, 2017, the Issuer effected the split-off of its wholly owned subsidiary, Liberty Latin America Ltd. ("Splitco"), by distributing Splitco's common shares (the "distribution") to the holders of the Issuer's LiLAC Ordinary Shares. Immediately following the distribution, the LiLAC Ordinary Shares were redesignated as deferred shares (with virtually no economic rights) and those deferred shares were transferred for no consideration to a third-party designee (such transactions together with the distribution, the "Split-Off"). In the distribution, holders of LiLAC Ordinary Shares received one share of the same class of common shares of Splitco for each LiLAC Ordinary Share held by them at 5:00 p.m., New York City time, on December 29, 2017. The trading symbols for the Issuer's classes of ordinary shares are LBTYA, LBTYB and LBTYK.